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<h3>Terms of Use</h3>

<p>
THIS IS AN AGREEMENT BETWEEN YOU (“YOU” OR “CUSTOMER”) AND _PRONETOS,Inc., an Idaho corporation, (“PRONETOS”). BY EITHER (1) CLICKING ON THE “I ACCEPT” BUTTON (IF YOU ARE OPENING AN ACCOUNT FOR PURPOSES OF POSTING MATERIAL) OR (2) PROCEEDING BEYOND THE INTRODUCTORY PORTAL PAGE TO REVIEW CONTENT OR OTHERWISE USE THE WEBSITE (AS DEFINED) , YOU SHALL BE DEEMED TO HAVE AGREED TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME BY PRONETOS (THE “AGREEMENT”). 
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<p>
IT IS IMPORTANT THAT YOU READ THIS ENTIRE AGREEMENT BEFORE CLICKING ON “I ACCEPT” OR USING THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK ON “I ACCEPT,” DO NOT USE THE SOFTWARE (AS DEFINED HEREIN), AND DO NOT USE THE WEBSITE OR OTHER SERVICE(S) OFFERED BY PRONETOS. PLEASE IMMEDIATELY CONTACT PRONETOS TO DISCUSS OBTAINING A REFUND OF YOUR FEES, IF ANY, WHICH SHALL BE YOUR ONLY REMEDY, SHOULD YOU ELECT NOT TO PROCEED. YOU ARE ENCOURAGED TO PRINT THIS AGREEMENT NOW SO THAT YOU MAY REVIEW IT BEFORE PROCEEDING AND SO THAT YOU MAY HAVE A COPY FOR YOUR FILES. YOU ARE ALSO ENCOURAGED TO REVIEW THIS AGREEMENT WITH LEGAL COUNSEL. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE AT PRONETOS’ LOCATION WHEN YOU ACCEPT IT. 
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<p>
This Agreement has four parts: (1) a software license (the “Software License”) that governs your use of the Pronetos™ brand social networking software (the “Software”); (2) an acceptable use policy (the “Acceptable Use Policy”) that governs your use of the pronetos.com website, either for posting content as an account holder or for browsing; (3) a privacy policy that governs what Pronetos may and will do with personally identifiable information Pronetos may gather from you (the “Privacy Policy”); and (4) a General Terms and Conditions section, which applies to the entire Agreement. 
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<p>
BY ACCEPTING THIS AGREEMENT, YOU ARE AGREEING TO ABIDE BY AND BE BOUND TO ALL FOUR PARTS. 
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<p>
Pronetos reserves the right to change this Agreement at any time without notice. You agree to check the Website periodically for updates to this Agreement. Your continuing use of the Website or the Software signifies your ongoing acceptance of this Agreement. 
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<h4>SOFTWARE LICENSE</h4>

<p>
Section 1. LICENSE. 
1.1. License Grants: Pronetos grants to Customer and Customer accepts from Pronetos for the duration of the term of this Agreement a non-exclusive, fully revocable, non-sublicensable and non-transferable (except as otherwise expressly provided) license under copyright (the “License”) to use the machine-code version only of the Software on a single computer in a single location. 
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<p>
1.2. Title: Customer acknowledges and agrees that Pronetos holds all title to and ownership rights in the copyright and other intellectual property rights in and to the Software, and that Pronetos shall retain all rights, title and interest, including, but not limited to, all patent rights, copyrights and trademarks, in and to the Software and all derivative works. If Customer creates an unlicensed or unauthorized work that is derivative of or based upon any material licensed hereunder, Customer hereby assigns and agrees to assign to Pronetos all rights, title and interest in and to any such works as Customer may create and any and all data created and collected pursuant to Customer’s downloading, installation, and use of the Software. To the extent that applicable law prohibits such an assignment or requires the transfer of or create any rights, title or interest in the Software benefiting Customer, you hereby agree to waive any and all such prohibitions, requirements to transfer, or creations of such rights, title or interest.  
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<p>

1.3. Restrictions: Except as otherwise expressly permitted herein, Customer and its principals, agents and employees shall not (and shall not allow any third party) to: (i) decompile, disassemble, or otherwise reverse engineer (except to the extent that applicable law prohibits reverse engineering restrictions) or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software by any means whatsoever; (ii) remove any product identification, patent, copyright, trademark or other notices; (iii) provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use or allow others to use the Software to or for the benefit of third parties, including, but not limited to, entities with which the Customer or the principals of the Customer are affiliated in any way; (iv) modify, or, except to the extent expressly authorized herein, incorporate into or with other software or create a derivative work of any part of the Software; (v) disseminate information or analysis (including, but not limited to, benchmarks) regarding the quality or performance of the Software from any source, without prior written authorization by Pronetos; (vi) use the output or other information generated by the Software (including, but not limited to, output describing the structure of a software program) for any purpose other than use by the Software in accordance with its specifications; (vii) share the application in a client-server or networked environment; (viii) use the Software for any purpose that is unlawful, abusive, or obscene according to the relevant community standards, or in any way that damages the Software or Pronetos’ property or interferes with or disrupts the operation of Software or the Pronetos’ network or any carriers’ networks or systems; (ix) use, transfer, locate, or move the Software in any manner that constitutes a violation of any applicable laws or regulations, including, but not limited to, United States Export Administration Regulations; or (x) register or otherwise file to establish patent, trademark, copyright, or any other government-conferred intellectual property rights in any jurisdiction based upon or using the Software (including associated trademarks and other forms of commercial identification), and Customer and its affiliates hereby agree that any attempts to register or otherwise file for such rights shall be null and void and shall constitute a material breach of this Agreement. 
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<p>
Section 2. NO WARRANTY. 
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<p>
2.1 CUSTOMER HEREBY ACCEPTS AND AGREES THAT THE SOFTWARE IS PROVIDED BY PRONETOS “AS-IS” AND WITH ALL FAULTS ACCEPTED, WITH NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND. NO DEALER, AGENT OR EMPLOYEE OF PRONETOS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS SECTION. PRONETOS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO THE SOFTWARE OR OTHER MATERIALS PROVIDED BY PRONETOS OR PRONETOS’ AUTHORIZED DESIGNEE. PRONETOS EXPRESSLY DISCLAIMS AND CUSTOMER HEREBY ACCEPTS SUCH DISCLAIMER OF ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF INTELLECTUAL PROPERTY RIGHTS. PRONETOS DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE SHALL BE SECURE OR UNINTERRUPTED. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERMISSIBLE DURATION. MOREOVER, IN NO EVENT SHALL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE. 
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<p>
2.2 The foregoing notwithstanding, as long as this Agreement is not terminated and as long as Customer otherwise timely and completely performs under this Agreement, Pronetos shall provide support and maintenance in accordance with Pronetos’ then-current policies, which may change from time to time at Pronetos’ sole discretion and without notice. 
Section 
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<p>
3. RIGHT TO AUDIT. 
Upon Pronetos’ written request, Customer shall furnish Pronetos with a signed certification certifying that the Software is being and has at all time been used in full accordance with the terms and conditions of this Agreement, including, but not limited to, any copy and user limitations. With prior reasonable notice, Pronetos or its authorized agent shall have the right to audit the copies of the Software in use by Customer wherever located and Customer’s use thereof, provided that such audit occurs during regular business hours. In the event that the audit reveals a material breach of this Agreement on the part of Customer, Customer shall pay Pronetos then-current license and maintenance (if any) fees for the number of licenses reflected in the discrepancy for any unauthorized use of the software and shall pay all costs of such audit. Pronetos’ audit rights hereunder shall survive the termination of this Agreement. Customer shall retain all relevant books and records relating to its use of the Software and this Agreement for a period of three (3) years following termination hereof. 
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<p>
ACCEPTABLE USE POLICY 
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<p>
Terms Of Use: The Website is offered to you, the Customer, conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Website constitutes your agreement to all such terms, conditions, and notices. 
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<p>
Copyright and Trademark Notices: Other than content posted by account holders, all content of this Website is copyright © 2007 by Pronetos, Inc., an Idaho corporation, P.O. Box 1022, Boise, Idaho 83701 U.S.A. Telephone1-877-307-1099. All rights reserved. “Pronetos” is a trademark of Pronetos, Inc., an Idaho corporation, and you may not use it without Pronetos’ prior written consent as to the manner of use. Any third party trademarks and service marks appearing herein are the property of their respective third party owner(s) and Pronetos claims no endorsement, sponsorship, or affiliation with any such third parties. To submit claims of copyright infringement under the Digital Millennium Copyright Act, please submit a proper notice to the Designated Agent identified for the Website in question at http://www.copyright.gov/onlinesp/list/index.html. 
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<p>
Personal and Noncommercial Use Limitation: The Website is for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, send unsolicited commercial e-mail, or sell any information, software, products, or services obtained from the Website.
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<p>
No Unlawful or Prohibited Use: As a condition of your use of the Website, you warrant that you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You further agree that you will not knowingly post, link to, or permit content to be posted that is obscene under United States law, nor will you knowingly post, link to, or permit content to be posted that infringes the intellectual property rights of any third party. If you are an account holder who is posting content, you represent and warrant that you are either the sole author and copyright owner of any such content or that you are authorized by the copyright owner to post such content. You shall indemnify, defend, and hold Pronetos, its officers, directors, employees, affiliates, successors and assigns, harmless from and against any claims or liability to which they, jointly or individually, are exposed as a result of any allegations that content you post violates any right of any third party. 
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<p>
Linking: The Website may contain hyperlinks to websites operated by parties other than Pronetos. Such hyperlinks are provided for your reference only. Pronetos does not control such websites and is not responsible for their content. Pronetos' inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. 
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<p>
You agree that you shall not allow others to “deep link” past the Website portal page on which the acceptance interface to this Agreement is located. 
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<p>
Password: When you sign up for an account, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another person at any time or to disclose your password to any third party. You agree to notify Pronetos immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. 
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<p>
Support: Contact us via e-mail at support@pronetos.com for help with questions or problems with the Website. 
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<p>
DISCLAIMER AND LIMITATION OF LIABILITY: Customer agrees that the Internet is an inherently unstable conglomeration of networks and thus that the Website is being provided “as available” and “as is,” with all faults accepted. Pronetos makes no other warranties, express or implied, relative to this Agreement and the services provided hereunder and SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. Pronetos further disclaims any warranty or representation as to the Internet and information derived therefrom. Pronetos does not warrant that the service or the content will be uninterrupted, error-free, or free from viruses or other harmful content and activity. It is the Customer’s sole responsibility to perform anti-virus scans and otherwise monitor what may be harmful or offensive content on your posted pages or running through your connection to the Internet. You must determine the suitability of the Website for the aforementioned tasks, given your particular use of the Internet. If the Website, as provisioned, does not enable you to fulfill these responsibilities, it is your responsibility to secure products or services, at your expense, that permit you to meet these security obligations. 
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<p>

DISCLAIMER OF WARRANTY: Pronetos assumes no responsibility and in no way warrants or guarantees the accuracy of information contained on the Website. It is the sole responsibility of all persons visiting the Website to perform any necessary due diligence to ensure that all content is true and factual to your satisfaction. Pronetos is not responsible for any events that transpire through use of the Software or the Website, unless as otherwise expressly set forth herein. 
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<p>
Modifications by Pronetos: Pronetos reserves the right, and you grant Pronetos the right, to edit, decline, or remove any posted content at its own discretion and without notice or liability. If your content is removed by Pronetos, you may be entitled to a refund of the unused portion of any pre-paid fees. 
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<p>
Force Majeure: In the event of power outages, acts of God, or other events that result in a temporary break or outage in service, the sole liability of Pronetos is limited to, at Pronetos' discretion, a pro rata refund of the fees you paid, if any, for the month in which the outage occurred, representing the amount of time the Website was down. Under no circumstances will Pronetos be liable for any special, indirect, incidental or consequential damages, including, without limitation, lost income or profits, in any way arising out of or related to your use of the Website, either as an account holder or a visitor/surfer, even if Pronetos has been advised as to the possibility of such damages. 
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<p>
PRIVACY 
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<p>
Pronetos is committed to protecting your privacy. We use the information we collect on the Website to enhance your visit to the Website. If you choose to give us personal information via the Internet that we or our business partners may need to correspond with you, it is our intent to let you know how we will use such information. If you tell us that you do not wish to have this information used as a basis for further contact with you, we will respect your wishes. We do keep track of the domains and IP addresses from which people visit us. We analyze this data for trends and statistics.
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<p>
You agree to provide Pronetos with updated, current e-mail contact information at all times, and your failure to do so constitutes a breach of this Agreement. When you accept this Agreement, you are consenting to Pronetos’ sending you occasional e-mail updates and information, and such e-mail updates and information may contain commercial solicitations to purchase goods or services. You may opt out of receiving such e-mail by sending an opt-out request to support@pronetos.com.
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<p>
Pronetos does not guarantee that you will not receive unsolicited e-mail as a result of your use of the Website, and Pronetos assumes no liability therefore.
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<p>
We intend to protect the quality and integrity of your personal information. We have implemented appropriate procedures to maintain information that is accurate, current, and complete. We will make commercially reasonable efforts to respond to your requests to correct personal information inaccuracies in a timely manner.
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<p>
Some Pronetos pages may use cookies to enable us to better serve you when you return to our Website. You can set your browser to notify you when you receive a cookie, and you can decide whether to accept it. You will be notified if there is ever an occasion when the acceptance of cookies is necessary for reliable use of the Website.
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<p>
By using the Website, you permit Pronetos to collect and use this information. If we change our privacy policy, we will post the changes, and it is your responsibility to check the Website for changes and updates to the Privacy Policy.
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<p>
GENERAL TERMS AND CONDITIONS: 
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<p>
Relationship of the Parties: You agree that no joint venture, partnership, employment, or agency relationship exists between you and Pronetos as a result of this Agreement or your use of the Website. 
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<p>
Choice of Law and Venue: This Agreement is governed by the laws of the State of Idaho, USA, exclusive of its choice of law provisions. You hereby consent to the exclusive jurisdiction of and venue within the state and federal courts located in Ada County, Idaho, USA, in all disputes arising out of or relating to this Agreement or the use of the Website. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph. IF YOU DO NOT CONSENT TO THESE JURISDICTION AND VENUE PROVISIONS, DO NOT USE THE WEBSITE. 
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<p>
Conformance with Law; Severability: Pronetos' performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Pronetos' right to comply with law enforcement requests or requirements relating to your use of the Website or information provided to or gathered by Pronetos with respect to such use. 
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<p>
Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. 
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<p>
Term; Termination; Data Retention: This Agreement shall commence on the Effective Date and shall continue unless and until terminated as set forth herein. You may terminate this Agreement at any time on thirty (30) days written notice to Pronetos at the address first stated above by certified mail, return receipt requested or by overnight courier. You shall be charged fees, if any, through the end of the termination period. Pronetos may terminate this Agreement at any time on five (5) days’ notice to you at the last known good e-mail address you provide, which notice shall be effective when sent. Your rights to use the Website shall cease upon termination, and Pronetos reserves the right to remove any or all of your content without further notice or liability to you or any third party. Pronetos shall have no obligation to back-up your data, and thus shall have no liability for loss of data resulting from termination or other event. 
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<p>

Entire Agreement: This Agreement constitutes the entire agreement between the Customer and Pronetos with respect to the subject matter hereof and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the Customer and Pronetos with respect to the subject matter hereof. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 
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<p>
Assignment: You may not assign this Agreement without Pronetos’ prior express written consent. 
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<p>

Advertising:  Customer shall not post or place any third-party advertisements on the Website without Pronetos' prior express written consent.  If advertising is permitted by Pronetos, it shall be pursuant to a separate Advertising Agreement that shall spell out, e.g., click-through rates, content restrictions, and related items. 
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<p>
Miscellaneous: Fictitious names of companies, products, people, characters, and/or data mentioned herein are not intended to represent any real individual, company, product, or event. Any rights not expressly granted herein are reserved. Section headings are for convenience only and do not affect the substantive interpretation of rights hereunder. 
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<p>
BINDING ONLINE AGREEMENT: Use of the software and THE WEBSITE is subject to the terms and conditions of this Agreement. YOU MAY not use the software or THE WEBSITE until YOU HAVE read and accepted this Agreement. By clicking on “I ACCEPT,” YOU SIGNIFY that YOU HAVE read this Agreement and accepted its terms and conditions. 
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